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ARTICLE 1.
Name and Purpose
Section
1. Name
The name of this
nonprofit corporation, chartered under the laws of the State of Ohio, is
Miami Valley Fly Fishers, Incorporated, and is referred to in these bylaws
as the Club, the official business address of which is given in the Articles
of Incorporation.
Section 2. Purpose
The purposes of the
Club shall be to promote the interest in angling with fly rods and to assist
in the protection and improvement of natural resources which have a direct
relationship to fly fishing as a sport by arranging meetings, conferences
and competitions, and through related recreational and social activities for
the instruction and enjoyment of its members.
ARTICLE 2.
Membership
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Section 1. Eligibility
Any person 18 years of age or older who is
interested in and capable of furthering the purposes of the Club shall be eligible for
election to membership, subject to the provisions of
these Bylaws.
Section 2. Limitations
Application for
membership shall be submitted to the Secretary of the Club together with
such other information as the Club may require. The applicant shall upon
payment of dues for that fiscal year and initiation fee be admitted to
membership and shall be entitled to all the privileges of membership.
Section 3. Honorary Member
The Club may elect any
member, regardless of age, to the status of Honorary Member, when such
member has furthered the purposes of the Club in an outstanding and selfless
manner. Honorary Members shall be entitled to all the rights and privileges
of regular members, but shall not be required to pay any dues or
assessments.
Section 4. Youth Member
The Club may elect any
person under the age of 18 to the status of Youth Member when such a person
is directly sponsored and held accountable by a sponsoring Regular Member in
good standing. The Youth Member may participate in any activities of the
Club in accordance to the Bylaws, and by permission of the Chairman
responsible for the activity. Youth Members may attend official functions of
the Club, but only when accompanied by the sponsoring Regular Member. Youth
Members are not required to pay any dues or assessments. On attaining the
age of 18, the Youth Member can elect to become a Regular Member.
Section 5. Termination, Suspension and
Renewal
Part 1. Any member may
resign by a letter addressed to the Secretary of the Club, and the
resignation shall become effective upon receipt thereof. Such member shall
forfeit all dues and assessments already paid.
Part 2. Membership of any
member indebted to the Club and delinquent for more than sixty days shall
automatically lapse.
Part 3. The Board may suspend a member at any time for infraction of any Club rule
or for any other cause if the Board shall deem such action to be in the best
interests of the Club. The Board shall immediately notify a member so
suspended of its action in writing. The suspended member shall thereafter be
entitled to a reasonable opportunity to be heard, in person or through a
representative, by the Board or a committee appointed by it concerning his
or her suspension. The Board may thereafter continue for a definite term,
terminate or rescind the suspension, or expel the member and its decision
shall be final.
ARTICLE 3. Authority
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Section
1. Membership
All of the rights and
powers which may be exercised by the Club shall be vested in the membership.
These rights and powers shall be subject to exercise or change by the
membership at a regular business meeting or a duly-called special meeting of
the Club.
Section
2. Club Officers and the Board
The Club Officers and the Board shall manage,
direct, control and administer the property, affairs and business of the
Club, shall put into effect all general policies, directions and
instructions adopted at the meetings of the Club, and shall act for the Club
in all matters within the jurisdiction granted the Officers and the Board by
which these bylaws and the membership.
Section
3. The Board
The Board shall govern
the expenditure of all funds of whatever nature. No officer, committee,
committee member or Club member may incur any financial obligation for the
Club without first having obtained the approval of the Board and its
authority to act for the Club.
ARTICLE 4.
Meetings of the Club
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Section 1. Regular Meetings
Regular meetings of
the membership shall be held once each month at such place and time as
directed by the Board.
Section 2. Special Meetings
Part 1.
Special meetings of the membership shall be held whenever such a meeting is
called by:
A. The Board; the
President of the Club, or in his absence, death or disability, the Vice
President; or
B. A vote of a
majority of the members at a regular meeting of the Club; or
C. A written petition
to the Board signed by not less than 25 percent of all the voting members of
the Club. The petition shall state the purpose of such special meeting.
Part 2.
A special meeting called under the provision of this section shall be held
with in 45 days after calling such a
meeting or receipt of such resolution or petition by the Board.
Part 3.
Notice of such special meeting shall be given every member by personal
delivery or by mail to the member’s address on file with the Club not less
than 21 days before the date of the special meeting.
Section 3. Proxy Votes and Absentee
Ballots
Voting by proxy shall
not be permitted at meetings of the Club. Absentee ballots in signed sealed
envelope must be given to the Secretary prior to the counting of the vote.
Section 4. Quorum
A quorum for a regular
meeting of the Club shall consist of not less than 20 percent of the total
membership.
Section 5. Majority
Every decision of a
meeting shall be by a majority of the votes cast, unless a larger vote is
required by these bylaws.
Section 6. Rules of Order
Meetings shall be
conducted in accordance with Roberts’ Rules of Order Revised, only if
necessary for the orderly conductance of a meeting of the membership, or at
the request of any one member and with the approval of a majority of the
members attending such meeting.
ARTICLE 5.
Officers of the Club
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Section 1. Board of Directors
The Board of Directors
of the Club shall consist of four members of the Club elected by the
membership and the immediate Past President of the Club who is not a member
of the Board of Directors.
Section 2. Election of Board of
Directors
Part 1. At the first election of the Club the membership shall elect two Board
Members for a term of one year, and two Board Members for a term of two
years. At each yearly election thereafter, the membership shall elect two
Board Members, each for a term of two years. The election of the Board
Members shall be held every year during the regular November meeting.
Part 2. A single term of office on the Board is two years. A member can be nominated
and serve another two-year term, but the subsequent term shall not be
contiguous with the previous term. The membership of the Club endorses such
a candidate by election.
Section 3. Eligibility
Any member of the Club
in good standing is eligible for election to trustee of the Club, provided
such member has attained the age of 18 years prior to the election.
Section 4. Officers of the Club
The Board of Directors
shall, every year, elect or re-elect from their own ranks: a President, a
Vice President, a Secretary, and a Treasurer.
Section 5. Duties of Officers
Part 1.
President - The President shall be the administrative head of the Club,
shall exercise general supervision of its affairs, and shall perform all
duties required of him by the bylaws or delegated to him by the Board, and
all other duties which are usual and incidental to this office. The
President shall preside at every meeting of the Club and the Board, and shall,
whenever possible, attend all other Club functions. The President shall
appoint all committee chairmen and members of committee, except those
members of the Nominating Committee. The President shall be an ex-officio
member of all committees, except the Nominating Committee. The President
shall together with the Secretary sign all contracts and legal documents for
and in the name of the Club, but only when authorized to do so by the Board.
Part 2.
Vice President - The Vice President shall, in the absence of the President,
preside and perform all the duties as may properly be assigned to him by the
President and the Board.
Part 3. Secretary - The Secretary shall take charge of and be responsible for the
performance of all clerical work
pertaining to the business of the Club, and shall:
A. Together with
the President, and when authorized by the Board, sign all contracts and
legal documents for and in the name of the Club.
B. Keep a record
of all meetings of the Club and the Board.
C. Make and
maintain a complete record of all members.
D. Issue notices
of all meetings of the Club to all members, as provided in these bylaws.
E. Present a
written report of the affairs of his office at the last regular meeting of
his term.
F. Cause to be
exhibited any and all data, records, correspondence, documents, membership
roll, and any other such information in his care or possession, whenever so
directed by the President or the Board.
G. Be allowed,
with the consent of the Board, to assign certain of the above duties to the
Chairman of the Membership Committee.
H. Count all votes
and supervise the counting of all secret ballots.
Part 4. Treasurer - The Treasurer shall be responsible for all financial activity of
the Club. The Treasurer shall receive all monies and shall deposit them in a
bank or banks approved by the Board. The Treasurer shall:
A. Keep a regular,
systematic book of accounts.
B. Exhibit such books
and any and all papers and vouchers when so directed by the President or the
Board.
C. Submit a written
statement of disbursements and receipts to the Board when so directed by the
Board.
D. Pay only such bills
as are presented to him by the authority of the Board.
E. Sign all checks for
the Club and serve as steward of all Club-owned equipment.
Section 6. Vacancies
Should a vacancy occur
in any office of the Club, other than because of the regular expiration of a
term of office, it shall be the duty of the Board to fill the vacancy for
the remaining term of office.
Section 7. Impeachment
Proceedings to relieve
an officer or elected office shall only take place at a special meeting
called in accordance with the provisions of Article 4. The motion to relieve
an officer or elected officer shall require a concurring vote of not less
than two-thirds of the members present at such special meeting.
ARTICLE 6.
Board of
Directors and Meetings of the Board of Directors
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Section 1. Board of Directors
There shall be a Board
of Directors, herein referred to as “the Board,” consisting of the immediate
Past President, the President, the Vice President, the Secretary, and the
Treasurer.
Section 2. Meeting Time and Place
Meetings of the Board
shall be held whenever requested by one or more members of the Board at a
time and place mutually agreed upon by the members of the Board. Notice of
each meeting shall be given each member of the Board personally or by mail
not less than ten days before the date fixed for the meeting.
Section 3. Quorum and Decisions
A majority of the
members of the Board shall constitute a quorum. All decisions shall be
rendered by a vote of not less than a majority of a quorum.
ARTICLE 7.
Committees
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Section 1. Standing Committees
The Club shall have
standing committees to conduct the activities of the Club. Committee
Chairmen shall be appointed by the President and must be approved by the
Board. Committee Chairmen may attend or may be requested to attend Board
meetings to discuss concerns affecting their area of activity. The Standing
committees can consist of, but are not limited to the following activities:
Membership
Dinners
Newsletter
Conservation
Fly Casting
Fly Tying
Trips and Outings
Program
Awards
Raffles
Section 2. Special Committees
Special committees may
be appointed by the President, by the Board, or by members at a business
meeting, as deemed necessary.
Section 3. Nominating Committee
A. A Nominating
Committee shall be selected by nominations from the floor at the September
meeting of each year. The Nominating Committee shall not consist of more
than five members in good standing.
B. No member serving
on the Nominating Committee shall lose his eligibility for nomination to
office.
C. Any member, after
being informed of his or her nomination, has the right to refuse nomination,
and may withdraw from nomination at any time.
D. The Chairman of the
Nominating Committee shall, at the October meeting, announce to the
membership the names of the nominees. Nominations from the floor will be
accepted, provided consent of the nominee is given at the time of the
nomination.
ARTICLE 8. Finances
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Section 1. Fiscal Year
The fiscal year of the
Club shall begin on January 1, and end on December 31 of the same calendar
year.
Section 2. Dues Payable
All dues shall be for
the calendar year of the Club, and shall become due and payable on the first
day of the calendar year. Any new member paying dues for the first time on
or after September first will be considered a paid-up member for the next
fiscal year.
Section 3. Amount of Dues and
Initiation Fee
Part 1.
The amount of the annual dues and the amount of the initiation fee shall be
established by the Board before the end
of the fiscal year for the immediately succeeding fiscal year. Such dues and fees
shall continue from year to year until changed by the Board and approved by
the membership.
Part 2.
No refund of dues shall be made under any circumstances.
Section 4. Assessments
The Club by the
concurring two-thirds vote of not less than 20 percent of the total
membership may levy an assessment on its members at a regular meeting,
provided notice of the intention to levy an assessment, stating the amount
thereof, the necessity and the reasons therefore, date payable, and time
within which it must be paid before a member will be considered in default,
shall be mailed to every member not less than 30 days prior to the meeting
of the Club at which the proposed assessment is to be voted on. Such an
assessment on the members shall be alike and equal for each thereof, except
as modified by Article 2 of the bylaws, and shall in any fiscal year not
exceed the amount of the normal annual dues required to be paid by the
member that year.
Section 5. Annual Budget
At its first meeting
of each calendar year, the Board shall prepare an annual budget showing in
detail the anticipated income and expenditures of the Club. Unless otherwise
directed by a meeting of the Club, the Board shall not adopt any budget
which will exceed the estimated income of the fiscal year.
Section 6. Financial Disclosure
Any member can request
to view the financial statements of the Club. Such financial statements
shall be provided within 10 days after a written request is received by the
Board.
Section 7. Expenditures
Part 1.
No member, officer or representative of the Club shall have authority to
contract any obligation for the Club, or to expend any money of the Club
unless the contract or commitment has been authorized by the Board or by a
specific resolution at a regular meeting of the Club, and unless the Board
has made an appropriation of funds for the purpose.
Part 2.
Every expense and financial liability of the Club and every expenditure of
money of the Club shall be evidenced by a voucher or other appropriate
instrument signed by a person or persons properly authorized to incur the
expense, liability or expenditure with the date of such expenditure.
Part 3. The Treasurer shall establish petty cash accounts as authorized by the
Board. These funds shall be disbursed for the usual petty cash purposes, by
the person named in the Board authorization of the account. Statements of
expenditures shall be duly recorded and the expenditures approved by the
Treasurer before the account is replenished.
Section 7. Special Funds
Part 1. The Board, or membership at a regular meeting, may establish special funds
to be set aside for specific purposes and may appropriate deposits of monies
to such special funds from time to time.
Part 2. No expenditures shall be made form such special funds other than for the
purposes designated when the fund was established, except that the Club by
the concurring two-thirds vote of not less than 20 percent of the total
membership may borrow monies from a special fund provided notices of the
intention to borrow, stating the amount thereof, the necessity and the
reasons therefore, and method of repayment shall be mailed to every member
21 days prior to the meeting of the Club at which the proposal to borrow is
voted upon.
Part 3. The Club by the concurring two-thirds vote of not less than 20 percent of
the total membership may eliminate a special fund and cause such fond to be
stricken off the records provided notice of the intention of elimination,
stating the purpose of which the monies therein, if any, shall be used and
the reasons and the necessity therefore shall be mailed to every member 21
days prior to the meeting of the Club at which the proposal to eliminate is
to be voted upon.
ARTICLE 9.
General Provisions
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Section 1. Endorsements
Neither the Club nor
any individual member acting on behalf of the Club shall make endorsements
or recommendations directly or indirectly of a political party or of a
nominee for public office or of a commercial material or object.
Section 2. Official Attendance Record
Every member attending
a business meeting or any other official function of the Club shall sign the
official attendance record. The purpose of the attendance record shall be to
determine if a quorum is present, and to determine a member’s eligibility
for election to the Nominating Committee.
Section 3. Relations with Other
Organizations
The Club shall have no
financial interest in the property, assets or liabilities or any other
organization in which it may hold membership or with which it may be
affiliated, unless specifically agreed in writing by both parties and
approved by the membership of the Club.
ARTICLE 10. Club
Rules
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The Club may adopt
such rules as it desires to govern its competitive and usual activities
without previous notice by a simple majority vote of a quorum at any
business meeting. The Club rules may be suspended at any meeting by a
majority vote of a quorum, or the rules may be amended or rescinded by a
two-thirds vote of a quorum. If notice of the proposed action was given at a
previous meeting, or in the call for this meeting, the Club rules may be
amended or rescinded by a majority vote of a quorum.
ARTICLE 11.
Amendments to the Bylaws
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These bylaws may be
amended at any meeting of the Club provided that a notice stating the
purpose of each proposed amendment and the reason for it is mailed to every
member in good standing and entitled to vote, not less than 30 days prior to
the date of the meeting at which the proposed amendment is to be voted on. A
concurring vote by two-thirds of the members present shall constitute
acceptance of the amendment.
ARTICLE 12.
Distribution of Assets
Upon Dissolution
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Upon dissolution of
the Club, its net assets, after payment of claims and expenses, shall be
equally divided between every member of the Club in good standing at the
time of the dissolution.
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